IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND BALTIMORE DIVISION UNDER ARMOUR, INC.

1020 Hull Street Baltimore, Maryland 21230, Plaintiff, v. NIKE, INC.. One Bowerman Drive Beaverton, Oregon 97005, Defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) COMPLAINT Plaintiff, Under Armour, Inc. (referred to as Under Armour along with its predecessors in interest and licensees), alleges as follows, upon actual knowledge with respect to itself and its own acts, and upon information and belief as to all other matters: NATURE OF THE ACTION 1. This is a civil action for trademark infringement, trademark dilution, and unfair

CIVIL ACTION NO. ____________ JURY TRIAL DEMANDED

competition under the Lanham Act, 15 U.S.C. 1051, et seq. and/or Maryland statutory and common law. Under Armour seeks equitable and monetary relief from Defendants willful violations of Under Armours trademark rights in its famous I WILL trademark/tagline, which Under Armour has extensively used and promoted in various ways, across multiple product lines, services, campaigns, events, and materials. Defendanta direct and major competitorhas launched an advertising campaign for its performance apparel, footwear, accessories, sporting goods, and related services that appropriates I WILL prominently, repeatedly, and in a format and context that imitates Under Armours longstanding use of its iconic I WILL

trademark/tagline for these same types of products and services. Defendant is well-aware of the source identifying power of taglines such as I WILL. For years, Defendant has used its own trademark tagline JUST DO IT and has aggressively enforced its rights in that phrase to prevent consumer confusion, dilution, and other irreparable injury to its trademark rights. Here, Defendants use of Under Armours famous I WILL trademark/tagline likewise threatens the same injury to Under Armour and its famous and valuable commercial asset. Defendants use of I WILL infringes Under Armours long-established trademark rights, dilutes the distinctiveness of Under Armours famous mark, and constitutes unfair competition. PARTIES 2. Plaintiff Under Armour is a Maryland corporation with a principal place of

business at 1020 Hull Street, Baltimore, Maryland 21230. 3. Defendant Nike, Inc. is an Oregon corporation with a principal place of business

at One Bowerman Drive, Beaverton, Oregon 97005. JURISDICTION AND VENUE 4. This Court has jurisdiction over the subject matter of this action pursuant to 15

U.S.C. 1121 and 28 U.S.C. 1331, 1338(a) and (b). Because Under Armour is a citizen of the State of Maryland, Defendant is a citizen of the State of Oregon, and the matter in controversy exceeds $75,000 exclusive of interest and costs, the Court also has jurisdiction under 28 U.S.C. 1332. The Court has supplemental jurisdiction over Under Armours state-law claims pursuant to 28 U.S.C. 1367(a) because they are substantially related to its federal claims and arise out of the same case or controversy.

5.

This Court has general personal jurisdiction over Defendant based on its

continuous and systematic contacts with Maryland, including its sale of products through stores in Maryland and shipment of products into Maryland. 6. This Court has specific personal jurisdiction over Defendant because it has

purposefully availed itself of the privilege of conducting business in Maryland. Defendant (directly or through authorized agents) disseminates advertising featuring the mark that is the subject of this lawsuit to consumers located in Maryland (including Baltimore). Under Armours claims arise, in part, out of Defendants contacts with Maryland. 7. Venue lies in this District pursuant to 28 U.S.C. 1391(b) and (c) because a

substantial part of the events giving rise to Under Armours claims have occurred and are continuing to occur in this District and Under Armours trademarks at issue are located in this District, where Under Armour maintains its principal place of business. UNDER ARMOUR AND ITS PRODUCTS AND SERVICES 8. Under Armour is one of the worlds most successful, popular, and well-known

providers of performance apparel, footwear, accessories, sporting goods, and related goods and services. Through its innovative use of advanced engineering and technology, Under Armour and its products have revolutionized the performance-product industry. Under Armours products are sold worldwide and are worn and used by athletes and individuals with active lifestyles, among others. In 2012 alone, revenues from the sale of Under Armour products exceeded $1.8 billion. 9. Under Armour promotes its products, services, and trademarks extensively

through virtually every available type of digital, broadcast, and print media, including but not

limited to national, regional, and local print publications; billboards; signage; television; and the Internet. 10. Under Armour also promotes and markets its marks and products and services

through popular and highly trafficked social-networking websites, including FACEBOOK, PINTEREST, and TWITTER. Under Armours FACEBOOK page has received over a million likes, showing FACEBOOK users positive feedback in connection with Under Armour and its products and services. UNDER ARMOURS FAMOUS I WILL TRADEMARK/TAGLINE 11. Since well before Defendant launched its I WILL campaign, Under Armour has

continuously and extensively used and promoted the trademark tagline I WILL in connection with its business, products, and services in various ways. As a result, the I WILL trademark has become famous as a succinct symbol of Under Armours brand values and philosophy. Under Armours rights in the I WILL mark date back to at least as early as 1998. 12. The I WILL mark has been featured in connection with hundreds of products, by

either appearing in product names and/or on products themselves; product packaging; product labels; or product stickers. The I WILL mark has also appeared on gift cards, on and in retail stores and displays, and in advertising and other materials, such as billboards, stadium signage and displays, Internet banner ads, and the homepage of Under Armours website at ua.com. (Representative examples shown below). ! ! ! ! ! ! ! ! 4

! ! ! "#$%&'(!)*+!)&,-#&., !

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!/0102&3&4.!5&1164$7%!! ! !!!!!!!!!!!!!!!!!;$134!'30%!&.!61&(<3!$.%!&.!4#-07!=$>3?!!

! !

!!!!!!!!!!!!874%'9#!"#&9:07! ! ! !

! !

5&1164$7%!

!874%'9#!57$.%&.,!

!!!!!!!!!!!!!!!!!!!!!!!!!!!@0#$&1!"#470!"&,.$,0! ! ! !

!!!!!874%'9#!57$.%&.,!

!!"9700.!"-4#3!4A!"#$%&'(!874(<#!$.%!)*+!! !!!!!!!!!!"9700.!"-4#!4A!"#$%&'(!874(<#!$.%!)*+!! !!A47!B)5!C$(03!;3&(&1$7!2073&4.3!'30%!A47! ! !!!!!!!!!!!!!A47!DE)!C$(03! 2$7&4'3!DFGG!A44#6$11!$.%!6$3:0#6$11!,$(03?!!! !!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!! !

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!"#$%&'(!"&,.$,0! !

!!!!!!!!!!!"#$%&'(!"&,.$,0!

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!C&A#!F$7%! !

@0#$&1!5$,!

!! ! !!!!!!!!!!!!!!!!!!!!!@0#$&1!"#470!*H#07&47!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!@0#$&1!"#470!*H#07&47!I&.%4=!+&3<1$>!

!!! ! !!!!!!!!!!!!!!!!!!!!!!!!!@0#$&1!"#470!"&,.$,0!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!E&H#'70!$#!"'<07!54=1!*20.#! ! 13. Under Armour has also featured the I WILL trademark/tagline in television commercials and promotional videos showcasing amateur and professional athletes (including Olympic Gold Medal winner Michael Phelps and NBA superstar Brandon Jennings) engaging in sports training and athletic activities, peppered with prominent aural and visual uses of I WILL. A number of the videos conclude with the featured athlete in front of a large block-letter sign consisting of the words I WILL seemingly suspended in air, declaring I WILL while voices repeatedly chant I WILL.

14.

In 2012, Under Armour continued to highlight the I WILL trademark/tagline in

various campaigns. 15. For example, Under Armours Sweat Every Day campaign employed a

nationally broadcasted television commercial featuring female athletes engaged in various training and athletic activities and ending with the following conspicuous use of I WILL.

16.

Additionally, Under Armours Whats Beautiful campaign is an online

multimedia experience that allows athletes across the country to declare a fitness goal and create their own profile page where they can share their progress and stories in an online community connected to the UNDER ARMOUR and I WILL brands. Over the course of several months, 10 initial winners were declared based on selections by Under Armour and the online community.

The Whats Beautiful campaign uses and focuses on the I WILL trademark/tagline in various ways, e.g.:

17.

Expanding on its prior campaigns featuring the I WILL mark, on February 12,

2013, Under Armour launched a global marketing campaign centered around the I WILL trademark, including a new commercial that closes with the following image:

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18.

Under Armour has spent substantial resources in connection with its various

I WILL campaigns, which have received third-party and press attention, and which have been seen by millions of consumers nationwide, accounting for hundreds of millions of impressions. 19. As illustrated by these examples, I WILL has become a focal point of Under

Armours advertising and a centerpiece of its brand identity. 20. In addition, and as shown above, Under Armour has used the I WILL

trademark/tagline in connection with its PROTECT THIS HOUSE mark, which Under Armour introduced in 2004 and has promoted extensively. 21. Through repeated and extensive use standing on its own and in connection with logo, and UNDER ARMOUR

Under Armours PROTECT THIS HOUSE tagline,

trademark, the I WILL trademark/tagline has become famous as a succinct symbol of Under Armours brand values and philosophy. UNDER ARMOURS TRADEMARK FILINGS FOR ITS I WILL MARK 22. In addition to its common-law rights, Under Armour owns the following valid and

subsisting U.S. trademark registration and applications for the I WILL mark: Mark I WILL I WILL Reg./App. No. 2409096 85635291 Reg./Filing Date 11/28/00 (Registered; incontestable) 5/25/12 (Filed) Products/Services Articles of clothing for men, women and children, namely, shirts, hats in Class 25 Athletic footwear; athletic uniforms; baselayer bottoms; baselayer tops; beachwear; belts; bottoms; bras; capris; clothing, namely, athletic sleeves; dresses; footwear; foul weather gear; gloves; hats; headbands; headwear; hooded pullovers; hooded sweat shirts; jackets; jerseys; leggings; pants; polo shirts; rainwear; shirts; shorts; skirts; skorts; socks; sweat bands; tshirts; tops; underwear; vests; visors; wristbands in Class 25

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Mark I WILL

Reg./App. No. 85628236

Reg./Filing Date 5/17/12 (Filed)

Products/Services Mobile retail store services featuring apparel, footwear, headwear, eyewear, and sporting goods; on-line retail store services featuring apparel, footwear, headwear, eyewear, and sporting goods; retail store services featuring apparel, footwear, headwear, eyewear, and sporting goods in Class 35 Golf bags; bags specially adapted for sports equipment; golf gloves; batting gloves; football gloves; lacrosse gloves; football girdles; protective athletic cups; baseball bat bags; field hockey gloves; field hockey stick bags; lacrosse stick bags; running gloves; softball bat bags; baseball and softball equipment for catchers, namely, face masks, chest protectors, leg guards, protective knee supports, and replacement parts for the foregoing goods; athletic equipment, namely, mouth guards, guards for the lips, chin pads, knee pads, elbow pads, forearm pads, and shin guards; baseballs; basketballs; footballs; rugby balls; soccer balls; softballs; sport balls; volleyballs; lacrosse sticks; lacrosse stick heads; lacrosse stick shafts; lacrosse stick handles; lacrosse arm guards; lacrosse shoulder pads; lacrosse elbow pads in Class 28 Football towels; golf towels; towels in Class 24 Backpacks; briefcases; daypacks; duffel bags; hiking bags; hunting bags; messenger bags; sack packs, namely, drawstring bags used as backpacks; shoe bags for travel; sport bags; toiletry bags sold empty; tote bags; travel bags; umbrellas; wheeled bags; wristlet bags in Class 18 Posters; stickers in Class 16

I WILL

85628185

5/17/12 (Filed)

I WILL I WILL

85627578 85627519

5/16/12 (Filed) 5/16/12 (Filed)

I WILL

85627412

5/16/12 (Filed)

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Mark I WILL

Reg./App. No. 85627366

Reg./Filing Date 5/16/12 (Filed)

Products/Services Protective helmets for sports; eyewear; sunglasses; goggles for sports; visors for use with helmets; chin strap pads for use with protective helmets; chin straps for football helmets; magnetic coded gift cards; electronic gift cards; briefcases specially adapted for holding laptop computers; backpacks specially adapted for holding laptop computers; armbands specially adapted for holding mp3 players and cellular phones in Class 9

DEFENDANT AND ITS WRONGFUL ACTS 23. Beginning in late 2012, Defendant launched an advertising campaign that

misappropriates Under Armours iconic trademark/tagline by focusing on the phrase I WILL. 24. On its FACEBOOK page, visited by many thousands of consumers, Defendant

features a series of images such as the ones below, each prominently featuring the I WILL trademark/tagline, including one where I WILL is paired with PROTECT MY HOME COURTHOME COURT being synonymous with HOUSEthus evoking Under Armours combined use of PROTECT THIS HOUSE and I WILL:

Defendant encourages visitors to share and disseminate these and other images through their own FACEBOOK pages, thus proliferating the unauthorized use of I WILL. 25. Defendants nike.com homepage, FACEBOOK page, and YouTube video page

also feature a video in which, as in Under Armours commercials and videos, amateur and professional athletes are shown engaging in various sports or training activities. Throughout the 13

film, the I WILL trademark/tagline is repeatedly superimposed and emphasized by the use of bold block letters and shown above various statements, e.g.:

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26.

Defendant launched its campaignanchored around the I WILL

trademark/taglinewith full knowledge of Under Armours longstanding use of I WILL. 27. Armour. INJURY TO UNDER ARMOUR AND THE PUBLIC 28. Defendants unauthorized use of Under Armours I WILL trademark/tagline is Consumers have already associated Defendants use of I WILL with Under

likely to cause confusion, mistake, and deception as to the source or origin of Defendant and/or its products, and is likely to falsely suggest a sponsorship, connection, or association of 15

Defendant, its products, its services, and/or its commercial activities with Under Armour. 29. Defendants unauthorized use of Under Armours I WILL trademark/tagline has

damaged and irreparably injured and, if permitted to continue, will further damage and irreparably injure Under Armour and Under Armours I WILL trademark/tagline. 30. Defendants unauthorized use of Under Armours I WILL trademark/tagline has

irreparably injured, and, if permitted to persist, will continue to irreparably injure the public, who has an interest in being free from confusion. 31. Defendants unauthorized use of Under Armours I WILL trademark/tagline is

likely to dilute the distinctiveness and value of Under Armours famous I WILL trademark/tagline. FIRST CLAIM FOR RELIEF Trademark Infringement Under Section 32(1) of the Lanham Act, 15 U.S.C. 1114(1) 32. Under Armour repeats and realleges each and every allegation set forth in

Paragraphs 1 through 31 of this Complaint. 33. Without Under Armours consent, Defendant used and continues to use in

commerce reproductions, copies, and colorable imitations of Under Armours registered I WILL trademark/tagline in connection with the offering, distribution, and/or advertising of goods and services, which is likely to cause confusion, or to cause mistake, or to deceive, in violation of Section 32(1) of the Lanham Act, 15 U.S.C. 1114(1). SECOND CLAIM FOR RELIEF Trademark Infringement, False Designation of Origin, Passing Off, and Unfair Competition Under Section 43(a)(1)(A) of the Lanham Act, 15 U.S.C. 1125(a)(1)(A) 34. Under Armour repeats and realleges each and every allegation set forth in

Paragraphs 1 through 33 of this Complaint.

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35.

Defendants actions, as described above, are likely to cause confusion, or to cause

mistake, or to deceive as to the origin, sponsorship, or approval of Defendant, its products, its services, and/or its commercial activities by or with Under Armour, and thus constitute trademark infringement, false designation of origin, passing off, and unfair competition in violation of Section 43(a)(1)(A) of the Lanham Act, 15 U.S.C. 1125(a)(1)(A). THIRD CLAIM FOR RELIEF Trademark Dilution Under Section 43(c) of the Lanham Act, 15 U.S.C. 1125(c) 36. Under Armour repeats and realleges each and every allegation set forth in

Paragraphs 1 through 35 of this Complaint. 37. Under Armours I WILL trademark/tagline is famous, as that term is used in 15

U.S.C. 1125(c), and was famous before Defendants first use of the I WILL trademark/tagline, based on, among other things, the inherent distinctiveness and federal registration of Under Armours I WILL trademark/tagline and the extensive nationwide use, advertising, promotion, and recognition of that mark. 38. Defendants actions, as described above, are likely to dilute the distinctive quality

of Under Armours famous I WILL trademark/tagline by blurring in violation of Section 43(c) of the Lanham Act, 15 U.S.C. 1125(c), as amended by the Trademark Dilution Revision Act of 2006. FOURTH CLAIM FOR RELIEF Trademark Infringement Under Md. Code Bus. Reg. 1-414 et seq. 39. Under Armour repeats and realleges each and every allegation set forth in

Paragraphs 1 through 38 of this Complaint.

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40.

Defendants use, without the consent of Under Armour, of a reproduction and/or

colorable imitation of Under Armours I WILL trademark/tagline in connection with the sale, offering for sale, and/or advertising of goods or services, is likely to cause confusion, or to deceive as to the origin of the goods or services, and thus constitutes trademark infringement in violation of Md. Code Bus. Reg. 1-414 et seq. FIFTH CLAIM FOR RELIEF Trademark Infringement and Unfair Competition Under Maryland Common Law 41. Under Armour repeats and realleges each and every allegation set forth in

Paragraphs 1 through 40 of this Complaint. 42. Defendants actions, as described above, are likely to cause confusion, or to cause

mistake, or to deceive as to the affiliation, connection, or association of Defendant with Under Armour, or as to the origin, sponsorship, or approval of Defendant, its products, its services, and its commercial activities by or with Under Armour such that Defendants acts constitute infringement of Under Armours proprietary rights in its I WILL mark, misappropriation of Under Armours goodwill in that marks, and unfair competition under Maryland common law. JURY DEMAND Pursuant to Fed. R. Civ. P. 38, Under Armour respectfully demands a trial by jury on all issues properly triable by a jury in this action. PRAYER FOR RELIEF WHEREFORE, Under Armour respectfully requests that this Court enter judgment in its favor on each and every claim for relief set forth above and award it relief, including but not limited to the following:

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A.

An Order declaring that Defendants use of I WILL infringes and dilutes Under

Armours I WILL mark, and constitutes unfair competition under federal and/or state law, as detailed above. B. A permanent injunction enjoining Defendant and its employees, agents, partners,

officers, directors, owners, shareholders, principals, subsidiaries, related companies, affiliates, distributors, dealers, and all persons in active concert or participation with any of them: 1. From using, registering, or seeking to register I WILL or any other marks,

logos, designs, designations, or indicators that are confusingly similar to or dilutive of Under Armours I WILL trademark/tagline in manners likely to cause confusion or dilution with Under Armours I WILL trademark/tagline, including but not limited to in connection with any other wording or designs; 2. From representing by any means whatsoever, directly or indirectly, that

Defendant, any products or services offered by Defendant, or any activities undertaken by Defendant, are associated or connected in any way with Under Armour or sponsored by or affiliated with Under Armour in any way; and 3. From assisting, aiding or abetting any other person or business entity in

engaging in or performing any of the activities referred to in subparagraphs B(1)-(2) above. C. An Order directing Defendant to destroy all products, packaging, signage,

advertisements, promotional materials, stationery, forms, and/or any other materials and things that contain or bear the trademark/tagline or slogan I WILL or any other marks, logos, designs, designations, or indicators that are confusingly similar to or dilutive of Under Armours I WILL trademark/tagline in accordance with 15 U.S.C. 1118 and other applicable laws, including but not limited to Md. Code Bus. Reg. 1-414 et seq.

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D.

An Order requiring Defendant to disseminate pre-approved corrective advertising

and send pre-approved letters to all customers, agents, and representatives to address the likely confusion and dilution caused from its use of Under Armours I WILL trademark/tagline. E. An Order directing that, within thirty (30) days after the entry of the injunction,

Defendant file with this Court and serve on Under Armours attorneys a report in writing and under oath setting forth in detail the manner and form in which Defendant has complied with the injunction. F. An Order requiring Defendant to account for and pay to Under Armour any and

all profits arising from the foregoing acts, and increasing such profits, in accordance with 15 U.S.C. 1117 and other applicable laws, including but not limited to Md. Code Bus. Reg. 1414 et seq. G. An Order requiring Defendant to pay Under Armour damages in an amount as yet

undetermined caused by the foregoing acts, and trebling such damages in accordance with 15 U.S.C. 1117 and other applicable laws, including but not limited to Md. Code Bus. Reg. 1414 et seq. H. An Order requiring Defendant to pay Under Armour all of its litigation expenses,

including reasonable attorneys fees and the costs of this action pursuant to 15 U.S.C. 1117 and other applicable laws. I. An Order requiring Defendant to pay Under Armour punitive damages for

trademark infringement and unfair competition under Maryland common law. J. Other relief as the Court may deem appropriate.

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Dated: February 21, 2013

Respectfully submitted, /s/ Douglas A. Rettew Douglas A. Rettew (29815) Robert D. Litowitz FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, L.L.P. 901 New York Avenue, N.W. Washington, D.C. 20001-4413 (202) 408-4000 (phone) (202) 408-4400 (fax) Email: doug.rettew@finnegan.com Email: rob.litowitz@finnegan.com Attorneys for Plaintiff Under Armour, Inc.

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